WY NM Company Information Packet Fillable
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!Dear Friend,! !
Mailing: P.O. Box 1840 Helena, MT 59624 Shipping: 1076 N. Ewing St. Helena, MT 59601 Phone 877-913-5100 • Fax: 888-587-5379 [email protected] • www.llctlc.com!
Thank you for contacting Deer Creek Corporate Services / LLCTLC. Our managers have been Registered Agents in good standing in the Rocky Mountain west for sixteen years, and since 2006 Deer Creek has helped thousands of clients in the same role. We are happy to serve you in setting up your Limited Liability Company (LLC) or corporation (INC). !
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We have included the form(s) needed to set up a company in Wyoming or New Mexico. Below you will find a detailed description of how to fill them out. Please return these document(s) by mail, fax, or email, along with a check or credit card number to complete the registration process. We charge $495 to set up the company. Expedited fees may apply.!
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You can also call our experienced customer service representatives to establish your Wyoming or New Mexico company at 877-913-5100 or log on to our website: www.llctlc.com. !
Document 1: Client Contact Info Form! Section 1 - Client Contact Info: Please fill in your contact information. ! Section 2 - Company Info: List the name of your company and the names and addresses of all the company members or officers/directors.! Section 3 - Payment: Input your credit card information here (you can also pay by check if you prefer).! Section 4 - Bank Account Info (Optional): Fill this section out if you want a business checking account.! Section 5 - Privacy Options: Please check either yes or no in this section.!
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Document 2: Administrative Services Agreement (Applicable for Wyoming)! Please read this through carefully. Your company name is entered on the blank line in the first paragraph then you sign the final page and date it. You can check the lines of the additional services that are applicable.!
! ADDITIONAL INFORMATION! !
Business Checking Account (Optional)! The premise upon which the company is based is that you have an active company, distinct from yourself, residing in Wyoming or New Mexico. One of the easiest ways to show that your company is a distinct entity is to open a bank account in your company’s name through a national bank with a branch in Wyoming or New Mexico and get a Federal EIN (Employer Identification Number). With an EIN number your company will be recognized on the federal level as well as the state level. In addition, if you get a debit card on the account, you can use it to purchase office supplies, ongoing company fees and any other business related expenses. This provides documentable activity for the company and will show that the company is a distinct entity with financial records separate from yourself.!
LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
We can assist you with filing for an EIN and obtaining a checking account. Again, this is not required, but we recommend doing this. Wells Fargo offers free business checking accounts. Our fee for obtaining the EIN and setting up the bank account is $295. If you decide that you do want a bank account you can add the $295 to our flat fee. We will need copies of each signer's driver's license for the bank.!
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Privacy Options! 1. Personal Mailbox -We highly recommend setting up a personal mail box (PMB) which allows our clients to show a local Montana address for themselves on all of their official company records. Our PMB service provides you an added level of privacy by keeping your home address off the public record. Your address will appear as follows: (Example) John Doe 1076 N. Ewing St. # 0001 Helena, MT 59601. Our fee for providing the PMB Service is $50 per year, billed upon setup and then each January. When you sign up for a PMB we will send you a USPS 1583 Form. Please complete the form and have your signature notarized, then return this form with copies of appropriate ID. Any mail received at this PMB address is charged our normal mail forwarding fees. ! 2. Nominee Manager (LLCs only) - In today’s litigious society, it is a fact of both business and private life that the only thing required to involve you in a lawsuit is the perception by someone that you have assets - this is often called the "deep pocket theory." Many business people have found it beneficial to maintain financial anonymity simply to avoid looking like a target for litigation. In Wyoming or New Mexico you may use a “nominee manager," meaning that a third party can be designated to appear on the public record in your place, offering you valuable privacy. When you sign up for our nominee service our subsidiary, Management Services LLC, we will be listed on the public record as the manager of your company. You will be provided with a privately held Power of Attorney agreement stating that we will have no other rights or obligations within your company beyond being listed as the manager for public record. We will not be authorized to transact any business or sign anything on the company’s behalf. All authority and liability will lie with the current members (owners) who are only listed on the privately held Power of Attorney. The Enhanced Wyoming/New Mexico Privacy Package offers another solid layer of asset protection - $495/yr. ! ! ! ! ! ! ! ! ! ! ! ! Mail Forwarding! We forward all documents from all federal and state offices for free. By default we throw away all junk mail. We are required to forward all first class mail, and will do so at a rate of $5 per piece. If you are going to be receiving large quantities of mail at our address or have all of your mail forwarded to your PMB, contact us and we can set up a special mail forwarding plan for you.! Annual Fees!
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Wyoming: Yearly fees are billed in the month of filing and consist of our $150 registered agent fee. If you chose a privacy option the fees are invoiced on the same billing cycle. The Wyoming Annual Report needs to be filed each year as well. This is done online with the Wyoming Secretary of State. We will send an invoice for registered agent fees a month before your report is due along with instructions on how to file the annual report. ! New Mexico: Yearly fees are billed in the month of filing and consist of our $175 registered agent fee. If you chose a privacy option the fees are invoiced on the same billing cycle. There are no additional annual fees as there are no annual reports due.!
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_______________________________________________________________________________! LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
Our Refund Policy:! •If cancellation occurs prior to your company being filed with the Wyoming or New Mexico Secretary of State, refund will be given in full. Disclosure of payment information is consent to file the company.! •If cancellation occurs after the filing of your company with the Wyoming or New Mexico Secretary State, refund will be given less the fees assessed to establish the LLC ($495). ! *All sales are final and non-refundable after 30 days. *Payment is considered consent to file the company with the New Mexico or Wyoming Secretary of State. All companies will be filed immediately upon payment Legal Disclaimer This information is for general guidance on matters of interest only. The application and impact of laws may vary widely based on the specific facts involved and the locations of affected persons and property. Given the changing nature of laws, rules and regulations, the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in this information. Accordingly, the information is provided with the understanding that it is provided for general information, only, and the authors and publishers do not render any legal, accounting, tax, or other professional advice or services. Accordingly, the information on this Site should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. While we have made every reasonable effort to ensure that the information contained comes from reliable sources, Deer Creek Corporate Services/LLCTLC is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information is provided "as is," with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. In no event will Deer Creek Corporate Services/LLCTLC, its related partnerships or corporations, or the partners, agents or employees thereof be liable to you or anyone else for any decision made or action taken in reliance on this information for any consequential, special or similar damages, even if advised of the possibility of such damages.
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LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
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Client Contact Info - LLC Only, Wyoming
Primary Contact Name __________________________________________________________
Mailing Address________________________________________________________________
Phone ____________________________________ Alternate Phone ______________________
E-Mail Address _____________________________ Fax________________________________
Shipping Address (if different) ____________________________________________________
Additional Specific Instructions or Message __________________________________________
______________________________________________________________________________
Limited Liability Company Info
Name of Limited Liability Company _______________________________________________
Names and Addresses of Members of the Company (add page for additional members if needed)
Member #1____________________________________________________________________
Member #2____________________________________________________________________
Member #3____________________________________________________________________
Member #4____________________________________________________________________
Business Checking Account (Optional - $295 additional fee, one time):
_____Yes
_____No
Privacy Options (Optional)
1. Personal Mail Box - $50/yr.
____Yes
_____ No
2. Nominee Manager - $495/yr. ____Yes
_____ No
Payment - We accept payment by credit card or check
Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________
Name on card and billing address ___________________________________________________
______________________________________________________________________________
TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ + _____ + _____ = ______
Bank
PMB Privacy TOTAL
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Client Contact Info - LLC Only, New Mexico
Primary Contact Name __________________________________________________________________
Mailing Address_______________________________________________________________________
Phone ____________________________________ Alternate Phone _____________________________
E-Mail Address ____________________________________ Fax________________________________
Shipping Address (if different) ____________________________________________________________
Additional Specific Instructions or Message __________________________________________________
______________________________________________________________________________________
Limited Liability Company Info
Name of Limited Liability Company ________________________________________________________
Is the management of the business and affairs of the company vested in a manager?
____ Yes
Is the LLC a single member LLC?
_____ Yes
____ No
_____ No
Names and Addresses of Members of the Company (add page for additional members if needed)
Member #1____________________________________________________________________
Member #2____________________________________________________________________
Member #3____________________________________________________________________
Member #4____________________________________________________________________
Business Checking Account (Optional - $295 additional fee, one time):
_____Yes
_____No
Payment - We accept payment by credit card or check
Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________
Name on card and billing address ___________________________________________________
______________________________________________________________________________
TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ = ______
Bank
TOTAL
Client Contact Info - Domestic or Foreign Corporation Only Primary Contact Name _________________________________________________________________________________ Mailing Address
___________________________________________________________________________________
Phone ____________________________________
Alternate Phone _____________________________ E-Mail Address _____________________________
Fax_______________________________________ Shipping Address (if different) _____________________________________________________________________ Additional Specific Instructions or Message ___________________________________________________________ CORPORATION INFORMATION Name of Corporation _______________________________________________ Are you incorporating your current company from another state?
____ YES
____ NO
If YES, what is the original state of incorporation?
______________________ (please include a current certificate of good standing/existence from that state - dated within 6 months) State of Incorporation Desired (please circle)
Type of Corporation
MONTANA
WYOMING
NEW MEXICO
__ General For Profit
__ Professional Corporation __ Close Corporation _ with directors _ without directors __ Professional Close Corporation _ with directors _ without directors
Number of Shares of Capital Stock which the Corporation has authority to issue _________ Name, Office Held, and Business Mailing Address of Current Officer(s) (please indicate each office held): ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ Names and Addresses of Director(s) of the Corporation (if applicable) Director #1____________________________________________________________________ Director #2____________________________________________________________________ Business Checking Account Info (Optional - $295 additional fee, one time):
_____Yes
_____No
Privacy Option/PMB (Optional - $50 additional fee, annually):
_____Yes
_____No
Payment - We accept payment by credit card or check Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________ Name on card and billing address ________________________________________________________________________ TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ + _____ = ______
Bank
PMB
Administrative Services Agreement
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the date indicated below (“Effective Date”) by and between ________________________________________, LLC (hereinafter, the “Company”), a Wyoming LLC, and/or its members, acting individually, and on behalf of the Company, and Deer Creek Corporate Services, Inc., of 2120 Carey Ave, Cheyenne, WY 82001, Laramie County, Wyoming, a Wyoming corporation (“Deer Creek”).
WHEREAS, the Company wishes to engage DEER CREEK to provide administrative services to the Company with respect to its activities carried out within the State of Wyoming; and
WHEREAS, DEER CREEK is willing to provide such administrative services on the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Engagement of DEER CREEK. The Company hereby engages DEER CREEK to provide administrative services to the Company as of the Effective Date.
2.
Scope of Standard Administrative Duties. During the term of this Agreement DEER CREEK shall, upon receiving any necessary Instructions (as hereinafter defined) from the Company, perform various standard administrative duties for the Company in the State of Wyoming. These duties include all the tasks described in subparagraphs a, b, c. d, & e below.
a.
Take administrative steps to organize the Company by filing Articles of Organization and any required auxiliary business documents with the Wyoming Secretary of State and any other appropriate offices of Wyoming state, local, or county government.
b.
Forward, retain, or otherwise process the Company’s mail delivered to Wyoming, as necessary.
c.
Serve as registered agent for the Company for purposes of accepting service of process.
d.
Keep and maintain the Records (as hereinafter defined) of the Company placed in the possession of DEER CREEK by Company for that purpose. Maintenance of Company records, other than those reflecting the activities of Deer Creek on behalf of the Company, may be subject to additional charges.
e. It is understood that Deer Creek may be required to obey subpoenas and/or other lawful commands or requirements to disclose information that is otherwise protected under this paragraph. Reasonable and necessary fees of attorneys, accountants, and any other professionals consulted in the course of rendering this service shall be the responsibility of the Company.
3.
Optional Duties. Subject to the concurrence and agreement of Deer Creek, it may perform additional lawful tasks and duties as it may be instructed in writing by me (us), acting in my (our) capacity as member(s). Such additional duties under this Agreement might include any of the tasks described in the following subparagraphs, and other duties as well. At the present time, only the following listed duties are included in this Agreement: OPTIONAL DUTIES FOR WYOMING LLCS (MARK WITH “X”): ____
Serve as manager of the Company. I (we) are, or shall be the owner(s) and member(s) of the Company. The Company shall be a manager-managed company, and Management Services, LLC, a wholly owned subsidiary of Deer Creek, shall be its manager. Employ all lawful and reasonable means and efforts to protect my (our) personal identity and other personal Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
information (such as contact and residence information, financial data, and the like) from disclosure to the public, governmental entities, and private parties. ____
Open a local bank account and/or safe deposit box for the Company in the State of Wyoming, maintain records of documents or other information submitted or received in the course of establishing the account or accounts, and forward all necessary records and periodic statements related to any such account. ____
Apply for EIN numbers and other administrative requirements with respect to the Company’s federal and/or state tax status. ____
Establish a Personal Mail Box (PMB) for the member/s of the company at DEER CREEK’s address in Montana adhering to the rules set forth by the United States Post Office.
4.
Compensation. As compensation for its standard administrative duties hereunder, Company shall pay to DEER CREEK, in addition to its standard set up fees, its standard annual registered agent fee, payable in advance, and which is subject to change, in the anniversary month of the Company’s filing. The standard fee of DEER CREEK is $150 USD. DEER CREEK will invoice Company on an annual basis. Compensation for extraordinary services requested of DEER CREEK beyond the scope of this Agreement shall be separately agreed to by DEER CREEK and Company. In all events the Company shall reimburse to DEER CREEK all out of pocket expenses properly incurred in connection with the discharge of its duties hereunder, including, but not limited to, postage, filing fees, and extraordinary copying charges.
5.
Representations and Responsibilities of Members. The members of the Company, by and through their representative, below, hereby represent and warrant: a.
I(we) shall have all the rights and responsibilities of owner/members of the Company, including, but not limited to, the responsibility to invest capital in the Company sufficient for its designated purposes, and payment of any and all applicable taxes, tariffs and fees, if any.
b.
I (we) have reviewed, and hereby approve, the terms and conditions of the Articles of Organization and the Operating Agreement for the Company.
c.
It is understood that Deer Creek is not an attorney, accountant, or financial advisor, and is not acting as my (our) attorney-at-law, accountant, or financial advisor in any respect, and I (we) are solely responsible for obtaining such professional consultation and advice with respect to the transactions contemplated in this document. Deer Creek has not, and cannot advise me (us) about the impact of the laws of this and any other state or nation concerning the property and activities of the Company that may be affected by this agreement, or the activities of the Company.
d.
That Deer Creek shall have no other duties, responsibilities or authority whatsoever, other than those described in this document.
e.
Absent written instructions from me (us), Deer Creek shall not sell, transfer, assign, or register any vehicles or other property subject to this agreement to any other person or entity other than the Company created under this agreement.
6.
Non-Exclusivity. DEER CREEK may act as administrator or in any other role for any other entity or person on such terms as may be arranged with such entity or person and shall be deemed not to be affected with notice of, or to be under any duty to disclose to the Company, any fact or thing which may come to the knowledge of DEER CREEK or any servant of DEER CREEK in the course of so doing or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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7.
Instructions.
When acting pursuant to Instructions DEER CREEK shall not be under any duty to make any inquiry as to the genuineness or authenticity of any such instructions so long as such instructions reasonably appear to be genuine and authentic.
8.
Liability and Indemnity. DEER CREEK shall not be liable to the Company for any loss suffered by the Company in connection with the subject matter of this Agreement unless such loss arises from the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees in the discharge of its functions under this Agreement. Without prejudice to the foregoing, the Company shall indemnify and keep indemnified DEER CREEK and its agents, officers and employees from and against any and all liabilities, obligations, losses, damages, actions, proceedings, suits, costs and expenses (including without limitation legal expenses) claims and demands (“Liabilities”) which may be suffered or incurred by or asserted against DEER CREEK and its agents, officers and employees arising out of or in connection with the performance of its duties hereunder except as such may be due to the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees, provided always that DEER CREEK shall inform the Company as soon as reasonably practicable of all claims, letters, summonses, demands or documents which it receives from third parties with respect to Company. If any action or claim shall be brought against DEER CREEK, its agents, officers or employees in respect of which it appears that an indemnity may be sought from the Company pursuant to this provision, DEER CREEK, its agents, officers or employees, as the case may be, shall as soon as reasonably practicable provide notice to Company of such action or claim.
9.
Notice. Any notice served hereunder shall be sufficiently served if delivered by hand or sent by registered mail addressed to the other party concerned at its registered or principal office.
10.
Term of Agreement. The term of this agreement begins on the effective date and continues for one year. The term of this contract shall automatically renew for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. In any event, this contract may be terminated upon thirty days’ notice of termination given by either party to the other.
11.
Assignment. This Agreement may not be assigned by the Company without the prior written consent of Deer Creek. It is understood that Deer Creek may assign its performance of this agreement in whole or in part, but that Deer Creek shall not be excused from its duties under this agreement by assigning it.
12.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Wyoming and each of the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Wyoming as to any matter or claim relating to this Agreement.
13.
Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following definitions:
a.
“Instructions” means written, facsimiled or emailed instructions in a readable form with respect to any of the matters referred to in this Agreement signed or purported to be signed by one or more person(s) as shall from time to time reasonably appear to be authorized to give the instruction in question. DEER CREEK may also act pursuant to instructions by telephone given or purported to be given by designated persons and such telephonic instructions shall be deemed to be Instructions. Where Instructions are given by telephone, written confirmation thereof shall be sent to DEER CREEK as soon as practicable thereafter. Different persons may be authorized to give instructions for different purposes and such persons may also include officers of corporations other than the Company as authorized by the Company. A certified copy of a resolution of the directors of the Company may be received and accepted by DEER CREEK as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary.
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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b.
“Records” means all Company records, including, but not limited to organizational documents, minutes, books of account, correspondence, and similar documents.
14.
Headings; Entire Agreement, Binding Effect. Headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement. The terms of this Agreement shall supersede all prior agreements between the parties relating to the subject matter hereof, and no warranties, representations, or agreements with regard thereto, except for those contained herein, shall be binding upon the parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns.
15.
Original Counterparts, Effective Date. Copies of this signed Agreement shall be treated as original counterparts, and the parties may sign different copies without in any way affecting its validity. This Agreement shall be effective on the earlier of the following dates, regardless of whether or not the document is signed at that time, or at any time:
(a) when it is signed by the representative of the Company, or (b) on the date in which, Deer Creek, with knowledge of the Company, begins to perform its duties described in this agreement. (c) Upon receipt of payment by Deer Creek for the services described herein.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year hereafter written. [Company: ________________________________________] By: __________________________, Member Dated: __________________
Deer Creek Corporate Services, Inc. By: __________________________ Dated: __________________
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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Administrative Services Agreement
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the date indicated below (“Effective Date”) by and between ________________________________________, Inc (hereinafter, the “Company”), a Wyoming corporation, and/or its officers/directors, acting individually, and on behalf of the Company, and Deer Creek Corporate Services, Inc., of 2120 Carey Ave, Cheyenne, WY 82001, Laramie County, Wyoming, a Wyoming corporation (“Deer Creek”).
WHEREAS, the Company wishes to engage DEER CREEK to provide administrative services to the Company with respect to its activities carried out within the State of Wyoming; and
WHEREAS, DEER CREEK is willing to provide such administrative services on the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Engagement of DEER CREEK. The Company hereby engages DEER CREEK to provide administrative services to the Company as of the Effective Date.
2.
Scope of Standard Administrative Duties. During the term of this Agreement DEER CREEK shall, upon receiving any necessary Instructions (as hereinafter defined) from the Company, perform various standard administrative duties for the Company in the State of Wyoming. These duties include all the tasks described in subparagraphs a, b, c. d, & e below.
a.
Take administrative steps to organize the Company by filing Articles of Incorporation and any required auxiliary business documents with the Wyoming Secretary of State and any other appropriate offices of Wyoming state, local, or county government.
b.
Forward, retain, or otherwise process the Company’s mail delivered to Wyoming, as necessary.
c.
Serve as registered agent for the Company for purposes of accepting service of process.
d.
Keep and maintain the Records (as hereinafter defined) of the Company placed in the possession of DEER CREEK by Company for that purpose. Maintenance of Company records, other than those reflecting the activities of Deer Creek on behalf of the Company, may be subject to additional charges.
e. It is understood that Deer Creek may be required to obey subpoenas and/or other lawful commands or requirements to disclose information that is otherwise protected under this paragraph. Reasonable and necessary fees of attorneys, accountants, and any other professionals consulted in the course of rendering this service shall be the responsibility of the Company.
3.
Optional Duties. Subject to the concurrence and agreement of Deer Creek, it may perform additional lawful tasks and duties as it may be instructed in writing by me (us), acting in my (our) capacity as officer(s)/director(s). Such additional duties under this Agreement might include any of the tasks described in the following subparagraphs, and other duties as well. At the present time, only the following listed duties are included in this Agreement: OPTIONAL DUTIES FOR WYOMING INCS (MARK WITH “X”): ____
Open a local bank account and/or safe deposit box for the Company in the State of Wyoming, maintain records of documents or other information submitted or received in the course of establishing the account or accounts, and forward all necessary records and periodic statements related to any such account. Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
____
Apply for EIN numbers and other administrative requirements with respect to the Company’s federal and/or state tax status. ____
Establish a Personal Mail Box (PMB) for the member/s of the company at DEER CREEK’s address in Montana adhering to the rules set forth by the United States Post Office.
4.
Compensation. As compensation for its standard administrative duties hereunder, Company shall pay to DEER CREEK, in addition to its standard set up fees, its standard annual registered agent fee, payable in advance, and which is subject to change, in the anniversary month of the Company’s filing. The standard fee of DEER CREEK is $150 USD. DEER CREEK will invoice Company on an annual basis. Compensation for extraordinary services requested of DEER CREEK beyond the scope of this Agreement shall be separately agreed to by DEER CREEK and Company. In all events the Company shall reimburse to DEER CREEK all out of pocket expenses properly incurred in connection with the discharge of its duties hereunder, including, but not limited to, postage, filing fees, and extraordinary copying charges.
5.
Representations and Responsibilities of Officers/Directors. The officers/directors of the Company, by and through their representative, below, hereby represent and warrant: a.
I(we) shall have all the rights and responsibilities of owner/officers/directors of the Company, including, but not limited to, the responsibility to invest capital in the Company sufficient for its designated purposes, and payment of any and all applicable taxes, tariffs and fees, if any.
b.
I (we) have reviewed, and hereby approve, the terms and conditions of the Articles of Incorporation and the Operating Agreement for the Company.
c.
It is understood that Deer Creek is not an attorney, accountant, or financial advisor, and is not acting as my (our) attorney-at-law, accountant, or financial advisor in any respect, and I (we) are solely responsible for obtaining such professional consultation and advice with respect to the transactions contemplated in this document. Deer Creek has not, and cannot advise me (us) about the impact of the laws of this and any other state or nation concerning the property and activities of the Company that may be affected by this agreement, or the activities of the Company.
d.
That Deer Creek shall have no other duties, responsibilities or authority whatsoever, other than those described in this document.
e.
Absent written instructions from me (us), Deer Creek shall not sell, transfer, assign, or register any vehicles or other property subject to this agreement to any other person or entity other than the Company created under this agreement.
6.
Non-Exclusivity. DEER CREEK may act as administrator or in any other role for any other entity or person on such terms as may be arranged with such entity or person and shall be deemed not to be affected with notice of, or to be under any duty to disclose to the Company, any fact or thing which may come to the knowledge of DEER CREEK or any servant of DEER CREEK in the course of so doing or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
7.
Instructions.
When acting pursuant to Instructions DEER CREEK shall not be under any duty to make any inquiry as to the genuineness or authenticity of any such instructions so long as such instructions reasonably appear to be genuine and authentic.
8.
Liability and Indemnity. DEER CREEK shall not be liable to the Company for any loss suffered by the Company in connection with the subject matter of this Agreement unless such loss arises from the Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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fraud, willful default or negligence of DEER CREEK or its agents, officers or employees in the discharge of its functions under this Agreement. Without prejudice to the foregoing, the Company shall indemnify and keep indemnified DEER CREEK and its agents, officers and employees from and against any and all liabilities, obligations, losses, damages, actions, proceedings, suits, costs and expenses (including without limitation legal expenses) claims and demands (“Liabilities”) which may be suffered or incurred by or asserted against DEER CREEK and its agents, officers and employees arising out of or in connection with the performance of its duties hereunder except as such may be due to the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees, provided always that DEER CREEK shall inform the Company as soon as reasonably practicable of all claims, letters, summonses, demands or documents which it receives from third parties with respect to Company. If any action or claim shall be brought against DEER CREEK, its agents, officers or employees in respect of which it appears that an indemnity may be sought from the Company pursuant to this provision, DEER CREEK, its agents, officers or employees, as the case may be, shall as soon as reasonably practicable provide notice to Company of such action or claim.
9.
Notice. Any notice served hereunder shall be sufficiently served if delivered by hand or sent by registered mail addressed to the other party concerned at its registered or principal office.
10.
Term of Agreement. The term of this agreement begins on the effective date and continues for one year. The term of this contract shall automatically renew for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. In any event, this contract may be terminated upon thirty days’ notice of termination given by either party to the other.
11.
Assignment. This Agreement may not be assigned by the Company without the prior written consent of Deer Creek. It is understood that Deer Creek may assign its performance of this agreement in whole or in part, but that Deer Creek shall not be excused from its duties under this agreement by assigning it.
12.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Wyoming and each of the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Wyoming as to any matter or claim relating to this Agreement.
13.
Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following definitions:
a.
“Instructions” means written, facsimiled or emailed instructions in a readable form with respect to any of the matters referred to in this Agreement signed or purported to be signed by one or more person(s) as shall from time to time reasonably appear to be authorized to give the instruction in question. DEER CREEK may also act pursuant to instructions by telephone given or purported to be given by designated persons and such telephonic instructions shall be deemed to be Instructions. Where Instructions are given by telephone, written confirmation thereof shall be sent to DEER CREEK as soon as practicable thereafter. Different persons may be authorized to give instructions for different purposes and such persons may also include officers of corporations other than the Company as authorized by the Company. A certified copy of a resolution of the directors of the Company may be received and accepted by DEER CREEK as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary.
b.
“Records” means all Company records, including, but not limited to organizational documents, minutes, books of account, correspondence, and similar documents.
14.
Headings; Entire Agreement, Binding Effect. Headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement. The terms of this Agreement shall supersede all prior agreements between the parties relating to the subject matter hereof, and no warranties, representations, or agreements with regard thereto, except for those contained herein, shall be Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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binding upon the parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns.
15.
Original Counterparts, Effective Date. Copies of this signed Agreement shall be treated as original counterparts, and the parties may sign different copies without in any way affecting its validity. This Agreement shall be effective on the earlier of the following dates, regardless of whether or not the document is signed at that time, or at any time:
(a) when it is signed by the representative of the Company, or (b) on the date in which, Deer Creek, with knowledge of the Company, begins to perform its duties described in this agreement. (c) Upon receipt of payment by Deer Creek for the services described herein.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year hereafter written. [Company: ________________________________________] By: __________________________, ____________ (Title) Dated: __________________
Deer Creek Corporate Services, Inc. By: __________________________ Dated: __________________
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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!Dear Friend,! !
Mailing: P.O. Box 1840 Helena, MT 59624 Shipping: 1076 N. Ewing St. Helena, MT 59601 Phone 877-913-5100 • Fax: 888-587-5379 [email protected] • www.llctlc.com!
Thank you for contacting Deer Creek Corporate Services / LLCTLC. Our managers have been Registered Agents in good standing in the Rocky Mountain west for sixteen years, and since 2006 Deer Creek has helped thousands of clients in the same role. We are happy to serve you in setting up your Limited Liability Company (LLC) or corporation (INC). !
!
We have included the form(s) needed to set up a company in Wyoming or New Mexico. Below you will find a detailed description of how to fill them out. Please return these document(s) by mail, fax, or email, along with a check or credit card number to complete the registration process. We charge $495 to set up the company. Expedited fees may apply.!
! !
You can also call our experienced customer service representatives to establish your Wyoming or New Mexico company at 877-913-5100 or log on to our website: www.llctlc.com. !
Document 1: Client Contact Info Form! Section 1 - Client Contact Info: Please fill in your contact information. ! Section 2 - Company Info: List the name of your company and the names and addresses of all the company members or officers/directors.! Section 3 - Payment: Input your credit card information here (you can also pay by check if you prefer).! Section 4 - Bank Account Info (Optional): Fill this section out if you want a business checking account.! Section 5 - Privacy Options: Please check either yes or no in this section.!
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Document 2: Administrative Services Agreement (Applicable for Wyoming)! Please read this through carefully. Your company name is entered on the blank line in the first paragraph then you sign the final page and date it. You can check the lines of the additional services that are applicable.!
! ADDITIONAL INFORMATION! !
Business Checking Account (Optional)! The premise upon which the company is based is that you have an active company, distinct from yourself, residing in Wyoming or New Mexico. One of the easiest ways to show that your company is a distinct entity is to open a bank account in your company’s name through a national bank with a branch in Wyoming or New Mexico and get a Federal EIN (Employer Identification Number). With an EIN number your company will be recognized on the federal level as well as the state level. In addition, if you get a debit card on the account, you can use it to purchase office supplies, ongoing company fees and any other business related expenses. This provides documentable activity for the company and will show that the company is a distinct entity with financial records separate from yourself.!
LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
We can assist you with filing for an EIN and obtaining a checking account. Again, this is not required, but we recommend doing this. Wells Fargo offers free business checking accounts. Our fee for obtaining the EIN and setting up the bank account is $295. If you decide that you do want a bank account you can add the $295 to our flat fee. We will need copies of each signer's driver's license for the bank.!
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Privacy Options! 1. Personal Mailbox -We highly recommend setting up a personal mail box (PMB) which allows our clients to show a local Montana address for themselves on all of their official company records. Our PMB service provides you an added level of privacy by keeping your home address off the public record. Your address will appear as follows: (Example) John Doe 1076 N. Ewing St. # 0001 Helena, MT 59601. Our fee for providing the PMB Service is $50 per year, billed upon setup and then each January. When you sign up for a PMB we will send you a USPS 1583 Form. Please complete the form and have your signature notarized, then return this form with copies of appropriate ID. Any mail received at this PMB address is charged our normal mail forwarding fees. ! 2. Nominee Manager (LLCs only) - In today’s litigious society, it is a fact of both business and private life that the only thing required to involve you in a lawsuit is the perception by someone that you have assets - this is often called the "deep pocket theory." Many business people have found it beneficial to maintain financial anonymity simply to avoid looking like a target for litigation. In Wyoming or New Mexico you may use a “nominee manager," meaning that a third party can be designated to appear on the public record in your place, offering you valuable privacy. When you sign up for our nominee service our subsidiary, Management Services LLC, we will be listed on the public record as the manager of your company. You will be provided with a privately held Power of Attorney agreement stating that we will have no other rights or obligations within your company beyond being listed as the manager for public record. We will not be authorized to transact any business or sign anything on the company’s behalf. All authority and liability will lie with the current members (owners) who are only listed on the privately held Power of Attorney. The Enhanced Wyoming/New Mexico Privacy Package offers another solid layer of asset protection - $495/yr. ! ! ! ! ! ! ! ! ! ! ! ! Mail Forwarding! We forward all documents from all federal and state offices for free. By default we throw away all junk mail. We are required to forward all first class mail, and will do so at a rate of $5 per piece. If you are going to be receiving large quantities of mail at our address or have all of your mail forwarded to your PMB, contact us and we can set up a special mail forwarding plan for you.! Annual Fees!
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Wyoming: Yearly fees are billed in the month of filing and consist of our $150 registered agent fee. If you chose a privacy option the fees are invoiced on the same billing cycle. The Wyoming Annual Report needs to be filed each year as well. This is done online with the Wyoming Secretary of State. We will send an invoice for registered agent fees a month before your report is due along with instructions on how to file the annual report. ! New Mexico: Yearly fees are billed in the month of filing and consist of our $175 registered agent fee. If you chose a privacy option the fees are invoiced on the same billing cycle. There are no additional annual fees as there are no annual reports due.!
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_______________________________________________________________________________! LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
Our Refund Policy:! •If cancellation occurs prior to your company being filed with the Wyoming or New Mexico Secretary of State, refund will be given in full. Disclosure of payment information is consent to file the company.! •If cancellation occurs after the filing of your company with the Wyoming or New Mexico Secretary State, refund will be given less the fees assessed to establish the LLC ($495). ! *All sales are final and non-refundable after 30 days. *Payment is considered consent to file the company with the New Mexico or Wyoming Secretary of State. All companies will be filed immediately upon payment Legal Disclaimer This information is for general guidance on matters of interest only. The application and impact of laws may vary widely based on the specific facts involved and the locations of affected persons and property. Given the changing nature of laws, rules and regulations, the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in this information. Accordingly, the information is provided with the understanding that it is provided for general information, only, and the authors and publishers do not render any legal, accounting, tax, or other professional advice or services. Accordingly, the information on this Site should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. While we have made every reasonable effort to ensure that the information contained comes from reliable sources, Deer Creek Corporate Services/LLCTLC is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information is provided "as is," with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. In no event will Deer Creek Corporate Services/LLCTLC, its related partnerships or corporations, or the partners, agents or employees thereof be liable to you or anyone else for any decision made or action taken in reliance on this information for any consequential, special or similar damages, even if advised of the possibility of such damages.
! ! ! ! ! ! ! ! ! ! ! ! ! ! !
LLCTLC - 877-913-5100 - www.llctlc.com - [email protected]
! ! ! ! ! ! ! ! ! !! ! ! ! ! ! ! ! ! ! ! ! ! ! !!
Client Contact Info - LLC Only, Wyoming
Primary Contact Name __________________________________________________________
Mailing Address________________________________________________________________
Phone ____________________________________ Alternate Phone ______________________
E-Mail Address _____________________________ Fax________________________________
Shipping Address (if different) ____________________________________________________
Additional Specific Instructions or Message __________________________________________
______________________________________________________________________________
Limited Liability Company Info
Name of Limited Liability Company _______________________________________________
Names and Addresses of Members of the Company (add page for additional members if needed)
Member #1____________________________________________________________________
Member #2____________________________________________________________________
Member #3____________________________________________________________________
Member #4____________________________________________________________________
Business Checking Account (Optional - $295 additional fee, one time):
_____Yes
_____No
Privacy Options (Optional)
1. Personal Mail Box - $50/yr.
____Yes
_____ No
2. Nominee Manager - $495/yr. ____Yes
_____ No
Payment - We accept payment by credit card or check
Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________
Name on card and billing address ___________________________________________________
______________________________________________________________________________
TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ + _____ + _____ = ______
Bank
PMB Privacy TOTAL
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Client Contact Info - LLC Only, New Mexico
Primary Contact Name __________________________________________________________________
Mailing Address_______________________________________________________________________
Phone ____________________________________ Alternate Phone _____________________________
E-Mail Address ____________________________________ Fax________________________________
Shipping Address (if different) ____________________________________________________________
Additional Specific Instructions or Message __________________________________________________
______________________________________________________________________________________
Limited Liability Company Info
Name of Limited Liability Company ________________________________________________________
Is the management of the business and affairs of the company vested in a manager?
____ Yes
Is the LLC a single member LLC?
_____ Yes
____ No
_____ No
Names and Addresses of Members of the Company (add page for additional members if needed)
Member #1____________________________________________________________________
Member #2____________________________________________________________________
Member #3____________________________________________________________________
Member #4____________________________________________________________________
Business Checking Account (Optional - $295 additional fee, one time):
_____Yes
_____No
Payment - We accept payment by credit card or check
Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________
Name on card and billing address ___________________________________________________
______________________________________________________________________________
TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ = ______
Bank
TOTAL
Client Contact Info - Domestic or Foreign Corporation Only Primary Contact Name _________________________________________________________________________________ Mailing Address
___________________________________________________________________________________
Phone ____________________________________
Alternate Phone _____________________________ E-Mail Address _____________________________
Fax_______________________________________ Shipping Address (if different) _____________________________________________________________________ Additional Specific Instructions or Message ___________________________________________________________ CORPORATION INFORMATION Name of Corporation _______________________________________________ Are you incorporating your current company from another state?
____ YES
____ NO
If YES, what is the original state of incorporation?
______________________ (please include a current certificate of good standing/existence from that state - dated within 6 months) State of Incorporation Desired (please circle)
Type of Corporation
MONTANA
WYOMING
NEW MEXICO
__ General For Profit
__ Professional Corporation __ Close Corporation _ with directors _ without directors __ Professional Close Corporation _ with directors _ without directors
Number of Shares of Capital Stock which the Corporation has authority to issue _________ Name, Office Held, and Business Mailing Address of Current Officer(s) (please indicate each office held): ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ Names and Addresses of Director(s) of the Corporation (if applicable) Director #1____________________________________________________________________ Director #2____________________________________________________________________ Business Checking Account Info (Optional - $295 additional fee, one time):
_____Yes
_____No
Privacy Option/PMB (Optional - $50 additional fee, annually):
_____Yes
_____No
Payment - We accept payment by credit card or check Credit Card
VISA
MasterCard
AMEX
Expiration Date:___________
Card Number _________________________________________ Security Code _____________ Name on card and billing address ________________________________________________________________________ TOTAL AMOUNT CHARGED TO CARD: $495 +
_____ + _____ = ______
Bank
PMB
Administrative Services Agreement
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the date indicated below (“Effective Date”) by and between ________________________________________, LLC (hereinafter, the “Company”), a Wyoming LLC, and/or its members, acting individually, and on behalf of the Company, and Deer Creek Corporate Services, Inc., of 2120 Carey Ave, Cheyenne, WY 82001, Laramie County, Wyoming, a Wyoming corporation (“Deer Creek”).
WHEREAS, the Company wishes to engage DEER CREEK to provide administrative services to the Company with respect to its activities carried out within the State of Wyoming; and
WHEREAS, DEER CREEK is willing to provide such administrative services on the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Engagement of DEER CREEK. The Company hereby engages DEER CREEK to provide administrative services to the Company as of the Effective Date.
2.
Scope of Standard Administrative Duties. During the term of this Agreement DEER CREEK shall, upon receiving any necessary Instructions (as hereinafter defined) from the Company, perform various standard administrative duties for the Company in the State of Wyoming. These duties include all the tasks described in subparagraphs a, b, c. d, & e below.
a.
Take administrative steps to organize the Company by filing Articles of Organization and any required auxiliary business documents with the Wyoming Secretary of State and any other appropriate offices of Wyoming state, local, or county government.
b.
Forward, retain, or otherwise process the Company’s mail delivered to Wyoming, as necessary.
c.
Serve as registered agent for the Company for purposes of accepting service of process.
d.
Keep and maintain the Records (as hereinafter defined) of the Company placed in the possession of DEER CREEK by Company for that purpose. Maintenance of Company records, other than those reflecting the activities of Deer Creek on behalf of the Company, may be subject to additional charges.
e. It is understood that Deer Creek may be required to obey subpoenas and/or other lawful commands or requirements to disclose information that is otherwise protected under this paragraph. Reasonable and necessary fees of attorneys, accountants, and any other professionals consulted in the course of rendering this service shall be the responsibility of the Company.
3.
Optional Duties. Subject to the concurrence and agreement of Deer Creek, it may perform additional lawful tasks and duties as it may be instructed in writing by me (us), acting in my (our) capacity as member(s). Such additional duties under this Agreement might include any of the tasks described in the following subparagraphs, and other duties as well. At the present time, only the following listed duties are included in this Agreement: OPTIONAL DUTIES FOR WYOMING LLCS (MARK WITH “X”): ____
Serve as manager of the Company. I (we) are, or shall be the owner(s) and member(s) of the Company. The Company shall be a manager-managed company, and Management Services, LLC, a wholly owned subsidiary of Deer Creek, shall be its manager. Employ all lawful and reasonable means and efforts to protect my (our) personal identity and other personal Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
information (such as contact and residence information, financial data, and the like) from disclosure to the public, governmental entities, and private parties. ____
Open a local bank account and/or safe deposit box for the Company in the State of Wyoming, maintain records of documents or other information submitted or received in the course of establishing the account or accounts, and forward all necessary records and periodic statements related to any such account. ____
Apply for EIN numbers and other administrative requirements with respect to the Company’s federal and/or state tax status. ____
Establish a Personal Mail Box (PMB) for the member/s of the company at DEER CREEK’s address in Montana adhering to the rules set forth by the United States Post Office.
4.
Compensation. As compensation for its standard administrative duties hereunder, Company shall pay to DEER CREEK, in addition to its standard set up fees, its standard annual registered agent fee, payable in advance, and which is subject to change, in the anniversary month of the Company’s filing. The standard fee of DEER CREEK is $150 USD. DEER CREEK will invoice Company on an annual basis. Compensation for extraordinary services requested of DEER CREEK beyond the scope of this Agreement shall be separately agreed to by DEER CREEK and Company. In all events the Company shall reimburse to DEER CREEK all out of pocket expenses properly incurred in connection with the discharge of its duties hereunder, including, but not limited to, postage, filing fees, and extraordinary copying charges.
5.
Representations and Responsibilities of Members. The members of the Company, by and through their representative, below, hereby represent and warrant: a.
I(we) shall have all the rights and responsibilities of owner/members of the Company, including, but not limited to, the responsibility to invest capital in the Company sufficient for its designated purposes, and payment of any and all applicable taxes, tariffs and fees, if any.
b.
I (we) have reviewed, and hereby approve, the terms and conditions of the Articles of Organization and the Operating Agreement for the Company.
c.
It is understood that Deer Creek is not an attorney, accountant, or financial advisor, and is not acting as my (our) attorney-at-law, accountant, or financial advisor in any respect, and I (we) are solely responsible for obtaining such professional consultation and advice with respect to the transactions contemplated in this document. Deer Creek has not, and cannot advise me (us) about the impact of the laws of this and any other state or nation concerning the property and activities of the Company that may be affected by this agreement, or the activities of the Company.
d.
That Deer Creek shall have no other duties, responsibilities or authority whatsoever, other than those described in this document.
e.
Absent written instructions from me (us), Deer Creek shall not sell, transfer, assign, or register any vehicles or other property subject to this agreement to any other person or entity other than the Company created under this agreement.
6.
Non-Exclusivity. DEER CREEK may act as administrator or in any other role for any other entity or person on such terms as may be arranged with such entity or person and shall be deemed not to be affected with notice of, or to be under any duty to disclose to the Company, any fact or thing which may come to the knowledge of DEER CREEK or any servant of DEER CREEK in the course of so doing or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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7.
Instructions.
When acting pursuant to Instructions DEER CREEK shall not be under any duty to make any inquiry as to the genuineness or authenticity of any such instructions so long as such instructions reasonably appear to be genuine and authentic.
8.
Liability and Indemnity. DEER CREEK shall not be liable to the Company for any loss suffered by the Company in connection with the subject matter of this Agreement unless such loss arises from the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees in the discharge of its functions under this Agreement. Without prejudice to the foregoing, the Company shall indemnify and keep indemnified DEER CREEK and its agents, officers and employees from and against any and all liabilities, obligations, losses, damages, actions, proceedings, suits, costs and expenses (including without limitation legal expenses) claims and demands (“Liabilities”) which may be suffered or incurred by or asserted against DEER CREEK and its agents, officers and employees arising out of or in connection with the performance of its duties hereunder except as such may be due to the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees, provided always that DEER CREEK shall inform the Company as soon as reasonably practicable of all claims, letters, summonses, demands or documents which it receives from third parties with respect to Company. If any action or claim shall be brought against DEER CREEK, its agents, officers or employees in respect of which it appears that an indemnity may be sought from the Company pursuant to this provision, DEER CREEK, its agents, officers or employees, as the case may be, shall as soon as reasonably practicable provide notice to Company of such action or claim.
9.
Notice. Any notice served hereunder shall be sufficiently served if delivered by hand or sent by registered mail addressed to the other party concerned at its registered or principal office.
10.
Term of Agreement. The term of this agreement begins on the effective date and continues for one year. The term of this contract shall automatically renew for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. In any event, this contract may be terminated upon thirty days’ notice of termination given by either party to the other.
11.
Assignment. This Agreement may not be assigned by the Company without the prior written consent of Deer Creek. It is understood that Deer Creek may assign its performance of this agreement in whole or in part, but that Deer Creek shall not be excused from its duties under this agreement by assigning it.
12.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Wyoming and each of the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Wyoming as to any matter or claim relating to this Agreement.
13.
Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following definitions:
a.
“Instructions” means written, facsimiled or emailed instructions in a readable form with respect to any of the matters referred to in this Agreement signed or purported to be signed by one or more person(s) as shall from time to time reasonably appear to be authorized to give the instruction in question. DEER CREEK may also act pursuant to instructions by telephone given or purported to be given by designated persons and such telephonic instructions shall be deemed to be Instructions. Where Instructions are given by telephone, written confirmation thereof shall be sent to DEER CREEK as soon as practicable thereafter. Different persons may be authorized to give instructions for different purposes and such persons may also include officers of corporations other than the Company as authorized by the Company. A certified copy of a resolution of the directors of the Company may be received and accepted by DEER CREEK as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary.
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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b.
“Records” means all Company records, including, but not limited to organizational documents, minutes, books of account, correspondence, and similar documents.
14.
Headings; Entire Agreement, Binding Effect. Headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement. The terms of this Agreement shall supersede all prior agreements between the parties relating to the subject matter hereof, and no warranties, representations, or agreements with regard thereto, except for those contained herein, shall be binding upon the parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns.
15.
Original Counterparts, Effective Date. Copies of this signed Agreement shall be treated as original counterparts, and the parties may sign different copies without in any way affecting its validity. This Agreement shall be effective on the earlier of the following dates, regardless of whether or not the document is signed at that time, or at any time:
(a) when it is signed by the representative of the Company, or (b) on the date in which, Deer Creek, with knowledge of the Company, begins to perform its duties described in this agreement. (c) Upon receipt of payment by Deer Creek for the services described herein.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year hereafter written. [Company: ________________________________________] By: __________________________, Member Dated: __________________
Deer Creek Corporate Services, Inc. By: __________________________ Dated: __________________
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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Administrative Services Agreement
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made on the date indicated below (“Effective Date”) by and between ________________________________________, Inc (hereinafter, the “Company”), a Wyoming corporation, and/or its officers/directors, acting individually, and on behalf of the Company, and Deer Creek Corporate Services, Inc., of 2120 Carey Ave, Cheyenne, WY 82001, Laramie County, Wyoming, a Wyoming corporation (“Deer Creek”).
WHEREAS, the Company wishes to engage DEER CREEK to provide administrative services to the Company with respect to its activities carried out within the State of Wyoming; and
WHEREAS, DEER CREEK is willing to provide such administrative services on the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Engagement of DEER CREEK. The Company hereby engages DEER CREEK to provide administrative services to the Company as of the Effective Date.
2.
Scope of Standard Administrative Duties. During the term of this Agreement DEER CREEK shall, upon receiving any necessary Instructions (as hereinafter defined) from the Company, perform various standard administrative duties for the Company in the State of Wyoming. These duties include all the tasks described in subparagraphs a, b, c. d, & e below.
a.
Take administrative steps to organize the Company by filing Articles of Incorporation and any required auxiliary business documents with the Wyoming Secretary of State and any other appropriate offices of Wyoming state, local, or county government.
b.
Forward, retain, or otherwise process the Company’s mail delivered to Wyoming, as necessary.
c.
Serve as registered agent for the Company for purposes of accepting service of process.
d.
Keep and maintain the Records (as hereinafter defined) of the Company placed in the possession of DEER CREEK by Company for that purpose. Maintenance of Company records, other than those reflecting the activities of Deer Creek on behalf of the Company, may be subject to additional charges.
e. It is understood that Deer Creek may be required to obey subpoenas and/or other lawful commands or requirements to disclose information that is otherwise protected under this paragraph. Reasonable and necessary fees of attorneys, accountants, and any other professionals consulted in the course of rendering this service shall be the responsibility of the Company.
3.
Optional Duties. Subject to the concurrence and agreement of Deer Creek, it may perform additional lawful tasks and duties as it may be instructed in writing by me (us), acting in my (our) capacity as officer(s)/director(s). Such additional duties under this Agreement might include any of the tasks described in the following subparagraphs, and other duties as well. At the present time, only the following listed duties are included in this Agreement: OPTIONAL DUTIES FOR WYOMING INCS (MARK WITH “X”): ____
Open a local bank account and/or safe deposit box for the Company in the State of Wyoming, maintain records of documents or other information submitted or received in the course of establishing the account or accounts, and forward all necessary records and periodic statements related to any such account. Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
____
Apply for EIN numbers and other administrative requirements with respect to the Company’s federal and/or state tax status. ____
Establish a Personal Mail Box (PMB) for the member/s of the company at DEER CREEK’s address in Montana adhering to the rules set forth by the United States Post Office.
4.
Compensation. As compensation for its standard administrative duties hereunder, Company shall pay to DEER CREEK, in addition to its standard set up fees, its standard annual registered agent fee, payable in advance, and which is subject to change, in the anniversary month of the Company’s filing. The standard fee of DEER CREEK is $150 USD. DEER CREEK will invoice Company on an annual basis. Compensation for extraordinary services requested of DEER CREEK beyond the scope of this Agreement shall be separately agreed to by DEER CREEK and Company. In all events the Company shall reimburse to DEER CREEK all out of pocket expenses properly incurred in connection with the discharge of its duties hereunder, including, but not limited to, postage, filing fees, and extraordinary copying charges.
5.
Representations and Responsibilities of Officers/Directors. The officers/directors of the Company, by and through their representative, below, hereby represent and warrant: a.
I(we) shall have all the rights and responsibilities of owner/officers/directors of the Company, including, but not limited to, the responsibility to invest capital in the Company sufficient for its designated purposes, and payment of any and all applicable taxes, tariffs and fees, if any.
b.
I (we) have reviewed, and hereby approve, the terms and conditions of the Articles of Incorporation and the Operating Agreement for the Company.
c.
It is understood that Deer Creek is not an attorney, accountant, or financial advisor, and is not acting as my (our) attorney-at-law, accountant, or financial advisor in any respect, and I (we) are solely responsible for obtaining such professional consultation and advice with respect to the transactions contemplated in this document. Deer Creek has not, and cannot advise me (us) about the impact of the laws of this and any other state or nation concerning the property and activities of the Company that may be affected by this agreement, or the activities of the Company.
d.
That Deer Creek shall have no other duties, responsibilities or authority whatsoever, other than those described in this document.
e.
Absent written instructions from me (us), Deer Creek shall not sell, transfer, assign, or register any vehicles or other property subject to this agreement to any other person or entity other than the Company created under this agreement.
6.
Non-Exclusivity. DEER CREEK may act as administrator or in any other role for any other entity or person on such terms as may be arranged with such entity or person and shall be deemed not to be affected with notice of, or to be under any duty to disclose to the Company, any fact or thing which may come to the knowledge of DEER CREEK or any servant of DEER CREEK in the course of so doing or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
7.
Instructions.
When acting pursuant to Instructions DEER CREEK shall not be under any duty to make any inquiry as to the genuineness or authenticity of any such instructions so long as such instructions reasonably appear to be genuine and authentic.
8.
Liability and Indemnity. DEER CREEK shall not be liable to the Company for any loss suffered by the Company in connection with the subject matter of this Agreement unless such loss arises from the Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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fraud, willful default or negligence of DEER CREEK or its agents, officers or employees in the discharge of its functions under this Agreement. Without prejudice to the foregoing, the Company shall indemnify and keep indemnified DEER CREEK and its agents, officers and employees from and against any and all liabilities, obligations, losses, damages, actions, proceedings, suits, costs and expenses (including without limitation legal expenses) claims and demands (“Liabilities”) which may be suffered or incurred by or asserted against DEER CREEK and its agents, officers and employees arising out of or in connection with the performance of its duties hereunder except as such may be due to the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees, provided always that DEER CREEK shall inform the Company as soon as reasonably practicable of all claims, letters, summonses, demands or documents which it receives from third parties with respect to Company. If any action or claim shall be brought against DEER CREEK, its agents, officers or employees in respect of which it appears that an indemnity may be sought from the Company pursuant to this provision, DEER CREEK, its agents, officers or employees, as the case may be, shall as soon as reasonably practicable provide notice to Company of such action or claim.
9.
Notice. Any notice served hereunder shall be sufficiently served if delivered by hand or sent by registered mail addressed to the other party concerned at its registered or principal office.
10.
Term of Agreement. The term of this agreement begins on the effective date and continues for one year. The term of this contract shall automatically renew for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. In any event, this contract may be terminated upon thirty days’ notice of termination given by either party to the other.
11.
Assignment. This Agreement may not be assigned by the Company without the prior written consent of Deer Creek. It is understood that Deer Creek may assign its performance of this agreement in whole or in part, but that Deer Creek shall not be excused from its duties under this agreement by assigning it.
12.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Wyoming and each of the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Wyoming as to any matter or claim relating to this Agreement.
13.
Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following definitions:
a.
“Instructions” means written, facsimiled or emailed instructions in a readable form with respect to any of the matters referred to in this Agreement signed or purported to be signed by one or more person(s) as shall from time to time reasonably appear to be authorized to give the instruction in question. DEER CREEK may also act pursuant to instructions by telephone given or purported to be given by designated persons and such telephonic instructions shall be deemed to be Instructions. Where Instructions are given by telephone, written confirmation thereof shall be sent to DEER CREEK as soon as practicable thereafter. Different persons may be authorized to give instructions for different purposes and such persons may also include officers of corporations other than the Company as authorized by the Company. A certified copy of a resolution of the directors of the Company may be received and accepted by DEER CREEK as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary.
b.
“Records” means all Company records, including, but not limited to organizational documents, minutes, books of account, correspondence, and similar documents.
14.
Headings; Entire Agreement, Binding Effect. Headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement. The terms of this Agreement shall supersede all prior agreements between the parties relating to the subject matter hereof, and no warranties, representations, or agreements with regard thereto, except for those contained herein, shall be Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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binding upon the parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns.
15.
Original Counterparts, Effective Date. Copies of this signed Agreement shall be treated as original counterparts, and the parties may sign different copies without in any way affecting its validity. This Agreement shall be effective on the earlier of the following dates, regardless of whether or not the document is signed at that time, or at any time:
(a) when it is signed by the representative of the Company, or (b) on the date in which, Deer Creek, with knowledge of the Company, begins to perform its duties described in this agreement. (c) Upon receipt of payment by Deer Creek for the services described herein.
IN WITNESS WHEREOF, this Agreement has been entered into the day and year hereafter written. [Company: ________________________________________] By: __________________________, ____________ (Title) Dated: __________________
Deer Creek Corporate Services, Inc. By: __________________________ Dated: __________________
Administrative Services Agreement • Deer Creek Corporate Services, Inc. • 877.913.5100 • mtvehicles.com
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